EXHIBIT 10.102.1
FASHION RESOURCE (TCL), INC.
April 1, 2003
Xxxx Xxxx
[Address]
Dear Xx. Xxxx:
This letter agreement sets forth the terms of employment between you
and Fashion Resource (TCL), Inc. (the "COMPANY"), as follows:
1. TERMINATION OF EMPLOYMENT AGREEMENT. The Employment Agreement
dated January 1, 2002 between you and Tarrant Apparel Group, the Company's sole
shareholder ("TARRANT"), is hereby terminated.
2. POSITION. You will serve in a full-time capacity as President
of the Company. You will report directly to the Company's Chief Executive
Officer. The primary duties and functions you shall perform shall be specified
from time to time by the Company's Chief Executive Officer consistent with your
position, including such duties as are customarily performed by the President of
a significant foreign operating subsidiary of an international business
organization.
3. BASE SALARY. You will be paid a salary at the annual rate of
$350,000, payable in semi-monthly installments in accordance with the Company's
standard payroll practices for salaried employees (the "BASE Salary"). The Base
Salary will be subject to adjustment pursuant to the Company's employee
compensation policies in effect from time to time.
4. SEMI-ANNUAL BONUS. In addition to the Base Salary, you may
receive a discretionary semi-annual bonus (the "Semi-Annual Bonus") for each
six-month period that you are employed in an amount up to $62,500, with the
actual amount to be determined by the Board of Directors, in its sole
discretion. The Semi-Annual Bonus, if any, shall be payable not later than 90
days after the end of each six-month period during the applicable calendar year.
5. OPTIONS. You will be granted an option to purchase 100,000
shares of the Common Stock of Tarrant, at an exercise price of $3.65 per share,
which is equal to the fair market value per share on the date the option was
approved by the Board of Directors of Tarrant. The option will be subject to the
terms and conditions applicable to options granted under Tarrant's Employee
Incentive Plan (the "PLAN"), as described in that Plan and the applicable stock
option agreement. You will vest in 25% of the option shares after 12 months of
service, and the balance will vest in annual installments over the next three
years of service, as described in the applicable stock option agreement.
6. PERIOD OF EMPLOYMENT. Your employment with the Company will be
"at will," meaning that either you or the Company will be entitled to terminate
your employment at any
time and for any reason, with or without cause. Any contrary representations
which may have been made to you are superseded by this offer. This is the full
and complete agreement between you and the Company on this term. Although your
job duties, title, compensation and benefits, as well as the Company's personnel
policies and procedures, may change from time to time, the "at will" nature of
your employment may only be changed in an express written agreement signed by
you and a duly authorized officer of the Company.
7. OUTSIDE ACTIVITIES. While you render services to the Company,
you will not engage in any other gainful employment, business or activity
without the written consent of the Company. While you render services to the
Company, you also will not assist any person or organization in competing with
the Company, in preparing to compete with the Company or in hiring any employees
of the Company.
8. WITHHOLDING TAXES. All forms of compensation referred to in
this letter are subject to reduction to reflect applicable withholding and
payroll taxes.
9. ENTIRE AGREEMENT. This letter contains all of the terms of
your employment with the Company and supersedes any prior understandings or
agreements, whether oral or written, between you and the Company.
10. AMENDMENT AND GOVERNING LAW. This letter agreement may not be
amended or modified except by an express written agreement signed by you and a
duly authorized officer of the Company. The terms of this letter agreement and
the resolution of any disputes will be governed by California law.
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We hope that you find the foregoing terms acceptable. You may indicate
your agreement with these terms and accept this offer by signing and dating the
enclosed duplicate original of this letter and returning them to me.
Very truly yours,
FASHION RESOURCE (TCL), INC.
By: /S/ XXXXXX XXXX
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Xxxxxx Xxxx
Chief Executive Officer
I have read and accept this employment offer:
/S/ XXXX XXXX
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Xxxx Xxxx
ACKNOWLEDGED AND AGREED WITH
RESPECT TO SECTIONS 1 AND 5 ONLY:
TARRANT APPAREL GROUP
By: /S/ XXXXXX XXXX
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Xxxxxx Xxxx
Chief Executive Officer
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